Deals – 4 July 2013

Allen & Gledhill has also advised DBS Bank Ltd (DBS), United Overseas Bank Ltd (UOB) and DBS Trustee Ltd in respect of Mencast Holdings Ltd’s establishment of a S$200 million (US$157.23m) multicurrency medium term note programme. Under the programme, DBS and UOB were appointed arrangers. DBS was appointed issuing and paying agent, the agent bank and the paying agent. DBS Trustee Ltd was appointed trustee of the holders of the notes. Partner Margaret Chin also led the transaction.

Allen & Overy has advised Deutsche Bank in respect of its first Renminbi-denominated bond issuance in Taiwan, making it the first international financial institution to issue such bonds there. The so-called “Formosa Bond” issuance (bonds issued in Taiwan but in a foreign currency) in the principal amount of CNY1.1 billion (US$179.38m) is the largest Renminbi bond issuance in Taiwan to date. The bonds are listed on the GreTai exchange in Taiwan, allowing Taiwanese retail investors to directly invest in the bonds. Partner Walter Son led the transaction with support from partner Kai Schaffelhuber.

Baker & McKenzie has acted as US and PRC counsel to Innolux Corporation, a Taiwan-listed TFT-LCD total solution manufacturer, and its subsidiary Leadtek Global Group Ltd, in respect of the sale of approximately 25.4 million American Depositary Shares (ADS) representing approximately 50.8 million ordinary shares (which include ADSs sold pursuant to the exercise of the over-allotment option by the underwriters), of Himax Technologies Inc, a Nasdaq-listed fabless manufacturer of advanced display drivers and imaging solutions. The offering raised approximately US$133 million. The offer and sale was registered with the US Securities and Exchange Commission. Citigroup Global Markets Inc acted as global coordinator whilst Citigroup Global Markets Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chardan Capital Markets LLC and Credit Suisse Securities (USA) LLC acted as joint book-runners. Oppenheimer & Co Inc, Rosenblatt Securities Inc and Craig-Hallum Capital Group LLC acted as co-managers. Partners Alex Chiang and Brian Spires led the transaction. Davis Polk, led by partner James C Lin, advised Himax Technologies Inc whilst Conyers Dill & Pearman advised as to Cayman law. Shearman & Sterling advised the joint book-runners as US law whilst Lee and Li advised as to Taiwan law.

Baker & McKenzie has also acted for Next Capital and Industry Funds Management (IFM) in respect of the A$100 million (US$90.85m) acquisition of Australia and New Zealand financing business, Scottish Pacific, from Lazard Australia Private Equity. Next Capital is a leading independent private equity firm in Australia. IFM is a wholesale funds manager specialising in private equity. Partner Ashley Poke led the transaction which was announced on 1 July 2013.

Clayton Utz is advising Bravura Solutions Ltd, a leading global supplier of wealth management, life insurance and transfer agency software applications and services, in respect of the proposed acquisition by Ironbridge Capital of the outstanding shares and options in Bravura that Ironbridge does not currently own. The proposed acquisition is to be effected in part via a scheme of arrangement, such that Ironbridge will, following implementation of the proposal, own 100 percent of the shares and options in the company. Under the proposal, Ironbridge would offer A$0.28 (US$0.25) cash per Bravura share less the amount of any dividend declared by Bravura prior to implementation of the proposal. The proposal is subject to a number of conditions. However, Ironbridge indicated that it is “highly confident” they will be in a position to enter into mutually acceptable binding agreements with the company at the proposed offer price on or before 17 July 2013. Partners David Stammers and Jonathan Algar are leading the transaction which was announced on 28 June 2013.

Davis Polk has advised China Investment Corporation (CIC) in respect of a block trade by its wholly-owned subsidiary, Chengdong Investment Corporation, of 1.2 billion shares of GCL-PolyEnergy Holdings Ltd. The transaction raised approximately HK$2.24 billion (US$2588.86m). The shares are listed on the Main Board of the HKSE. CIC is a sovereign wealth fund headquartered in Beijing. GCL-Poly Energy is a green energy supplier based in China. It is one of the largest suppliers of polysilicon in the world and also operates large-scale solar farms globally. Partner Paul Chow led the transaction.

Freshfields Bruckhaus Deringer has advised the joint lead underwriters and joint lead book-runners in respect of the US$938 million rights issue of PICC Property and Casualty Company Ltd (PICC P&C), the Chinese state-controlled and China’s leading non-life insurer. PICC P&C has issued 418.2 million H-shares at HK$5.38 (US$0.69) per share and 930 million domestic shares at RMB4.3 (US$0.70) per share. PICC P&C has raised a total of RMB5.7 billion (US$929.4m) from the rights issue and will use the proceeds to strengthen its capital base. Partners Richard Wang and Calvin Lai led the transaction.

Han Kun Law Offices has represented Dongying Pharmaceuticals Co Ltd in respect of the transfer of its domestic equity interest to Shanghai Pharma. Dongying engages in the production of high-end genetic pharmaceuticals. Stanley Guo, Jason Wang, Adrian Lv, Yuan Lin, Nikki Yang and Alan Luo advised on the transaction.

Herbert Smith Freehills has advised Mitsubishi Heavy Industries Ltd (MHI) in respect of the proposed worldwide merger with Hitachi Ltd of their respective thermal power operations. Under the definitive agreements which were signed on 11 June 2013, MHI and Hitachi will transfer their thermal power operations into an integrated company by way of a company split. Initially, MHI will hold 683 shares and Hitachi 317 shares in the integrated company. Hitachi will then pay ¥29.7 billion (US$298.15m) for an additional 33 shares, bringing the equity contribution ratio of MHI and Hitachi to 65 percent and 35 percent, respectively. Partners Rebecca Major and James Robinson led the transaction. The firm has been working with Japanese law firm Nishimura & Asahi, German law firm Noerr, South African law firm Werksmans Attorneys, Polish law firm WKB Wiercinski, Kwiecinski, Baehr, and Greek law firm Zepos & Yannopoulos. The firms will continue to advise MHI with a view to achieving completion on 1 January 2014.

Herbert Smith Freehills has also advised GE Energy Financial Services Inc and Continental Wind Partners (CWP), the developers of the Boco Rock wind farm in New South Wales, in respect of the project’s development phase, equity sale by CWP and project financing. Thai-listed Electricity Generating Public Company Ltd (EGCO) took 100 percent ownership of the project from CWP and will retain CWP to manage the wind farm locally. A consortium comprising of GE and Downer EDI Ltd was awarded a contract to supply turbines, build and maintain the A$350 million (US$318.23m) project-financed wind farm. Boco Rock will be the first project in Australia to install GE’s new flagship 1.7-100 1.7 megawatt wind turbines. The A$265 million (US$240.8m) limited recourse construction and term debt facilities for Boco Rock are committed by a bank syndicate comprising of Australia and New Zealand Banking Group Ltd, The Bank of Tokyo Mitsubishi UFJ Ltd, Sumitomo Mitsui Banking Corporation, Westpac Banking Corporation and Industrial and Commercial Bank of China Ltd. Gerard Pike, Andrew Clark and Brendan Quinn led the transaction.

J Sagar Associates has advised Mauritius-based GTI Capital Epsilon Pvt Ltd, registered as a sub account with SEBI, in respect of its secondary purchase of equity shares of National Stock Exchange of India Ltd from IDFC Ltd for INR79O million (US$13.1m). Partners Sidharrth Shankar, Manisha Kumar and Pallavi Puri led the transaction.

Jones Day has acted as global antitrust counsel to Tech Mahindra Ltd, one of the leading Indian IT companies, in respect of its full merger with Saytam Computer Services Ltd (Mahindra Satyam), in a transaction valued at approximately US$1 billion. Tech Mahindra had already acquired a 43 percent interest in Mahindra Satyam back in 2009 and agreed in March 2012 to fully merge Mahindra Satyam with Tech Mahindra. The transaction was subject to various regulatory and other approvals. As a result of unusually long-winded regulatory proceedings, it took over a year until the transaction between the two BSE-listed companies was finally completed on 27 June 2013. Mahindra Satyam shareholders will get two shares of Tech Mahindra for every 17 shares of Mahindra Satyam. Carsten Gromotke, Bevin Newman, Fiona Schaeffer, Tanja Neumann, Lisa Schlepper, Jean-Christoph Deverines, Thomas Dinh and Annette Morin advised on the transaction whilst AZB &Partners acted as principal legal advisor to Tech Mahindra in India.

Khaitan & Co has advised Mahindra & Mahindra(M&M) in respect of the sale of its majority stake in Mahindra Forgings Ltd, Mahindra Composites Ltd and Mahindra Hinoday Industries Ltd, structuring of the entire transaction for consolidation of the forgings businesses of the CIE group of companies and the Mahindra Systech Companies globally by amalgamation of their respective forgings businesses and the consequent creation of a combined entity to carry on the consolidated forging business and investment by M&M through its subsidiary in CIE Automotive SA. M&M is one of India’s leading business houses and is among the leaders in the Indian automobile industry. Partners Ravi Kulkarni and Vaishali Sharma led the transaction.

Khaitan & Co has also advised Multiples Alternate Asset Management Private Ltd in respect of its secondary investment in Milltec Machinery Private Ltd and an acquisition of a 100 percent stake by Milltec in Milltec Industries (Bangalore) Private Ltd and Milltec Outsourcing Private Ltd for a total consideration of approximately US$43 million. Multiples is an investment advisory firm that manages more than US$400 million of private equity funds. Partner Ganesh Prasad led the transaction.

Minter Ellison has advised Western Australian-based Cool Clear Water Group Ltd in respect of its acquisition by the UK’s Waterlogic Plc for A$60 million (US$54.53m) in cash. Clear Water Group is the leading supplier of point-of-use drinking water purification and dispensing systems in Australia. Waterlogic is a manufacturer and global distributor of point-of-use drinking water purification and dispensing systems. Private equity house Banksia Capital and the founding shareholders of Cool Clear Water Group were the majority owners of the business. The acquisition marks Waterlogic’s entry into the Australian water cooler market. Partner Ricky Casali led the transaction. DLA Piper, led by partner Dr Gerry Bean, was Australian counsel to Waterlogic.

Rajah & Tann is advising Fortis Healthcare International Pte Ltd in respect of the US$80 million divestment of its entire stake, both direct and indirect, in Fortis-Hoan My Medical Corporation to Viva Holdings Vietnam (Pte) Ltd, a subsidiary of Chandler Corporation based in Singapore. The offer price provides a premium to the purchase price paid by Fortis for its stake in 2011. Partners Brian Ng and Evelyn Wee are leading the transaction which was announced on 11 June 2013 and is still ongoing. Linklaters (Singapore and Hong Kong offices) and Russin & Vecchi (Vietnam) are representing Viva Holdings Vietnam Pte Ltd.

Rajah & Tann is also advising United SM Holdings Pte Ltd (USM), a joint venture company controlled by Anthoni Salim and Putra Masagung, in respect of its voluntary unconditional cash offer for the issued and paid-up ordinary shares in the capital of Guthrie GTS Ltd, which values Guthrie at S$948.6 million (US$746.2m), based on an offer price per Guthrie share of S$0.88 (US$0.69). The Guthrie group is engaged in property development, engineering and leisure businesses. Partners Goh Kian Hwee, Lawrence Tan and Soh Chai Lih are leading the transaction which was announced on 21 June 2013 and is still ongoing. WongPartnership, led by partners Ng Wai King, Andrew Ang and Tan Sue-Lynn, is acting for Guthrie GTS Ltd.

Shook Lin & Bok has acted for the Trust Company (Asia) Ltd, the trustee of Ascendas Hospitality Real Estate Investment Trust (A-HTRUST), in respect of the acquisition of Park Hotel Clarke Quay in Singapore for approximately S$300 million (US$235.88m). The acquisition was funded by both debt and equity. Partners Tan Woon Hum and Andrea Ng advised on the transaction.

Simmons & Simmons has advised ONGC Videsh Ltd (OVL) and Oil India Ltd (OIL) in respect of the US$2.475 billion acquisition of Videocon Rovuma 1 Ltd, the company holding a ten percent participating interest in the Rovuma Offshore Block in Mozambique (Area 1), from Videocon Mauritius Energy Ltd. Area 1 is estimated to have recoverable reserves of 35 to 65 trillion cubic feet, which represents the largest gas discovery in East Africa. An LNG project is being planned to export gas produced from Area 1 and its adjacent block, with first LNG expected by 2018. The partners in Area 1 include Anadarko, operator of the project, ENH, Mitsui, BPRL and PTTEP. The acquisition is expected to be implemented via a newly incorporated entity, in which OVL and OIL are expected to hold stakes of 60 percent and 40 percent, respectively. Partners Vivien Yang and Ian Wood led the transaction.

Weerawong, Chinnavat & Peangpanor has represented Nok Airlines Public Company Ltd (Nok Air) in respect of its corporate restructuring and IPO on the Stock Exchange of Thailand (SET). The IPO comprised 187.5 million shares for a total offering size of β4.87 billion (US$156.65m). The Siam Commercial Bank acted as financial advisor, with SCB Securities acting as lead underwriter, along with six co-underwriters, namely Country Group Securities, Finansia Syrus Securities, KASIKORN Securities, Maybank Kim Eng Securities (Thailand), RHB OSK Securities (Thailand) and Thanachart Securities. Partner Kudun Sukhumananda led the transaction which closed on 10 June 2013.

Weerawong, Chinnavat & Peangpanor has also advised Ananda Development Public Co Ltd, a real estate development company listed on the Stock Exchange of Thailand, in respect of a joint venture transaction with SEA Investment Five Ptd Ltd, a subsidiary of Mitsui Fudosan Residential Co Ltd, to develop property projects in Thailand. The JV combines the experience of two leading property developers with the intent to co-invest in premier real estate projects and to mutually benefit through sharing knowledge and experience. The JV agreement was signed on 18 June 2013. Partner Peangpanor Boonklum led the transaction with support from partner Pakdee Paknara.

White & Case has advised the Slovak Republic in respect of its issue of two series of Samurai bonds, denominated in Japanese yen, which have raised ¥30 billion (US$300.6m). This was the country’s first sale of bonds into the Japanese market in more than 15 years, and was aimed at diversifying the sovereign’s financing sources beyond the Euro region. Partners Marek Staron, Juraj Fuska and Norifusa Hashimoto led the transaction.

WongPartnership has acted for British and Malayan Trustee Ltd, the only listed trust company in Singapore, (in its capacity as trustee for the Frasers Commercial Trust) in respect of its S$320 million (US$251.6m) loan facility with Commonwealth Bank of Australia Singapore Branch and DBS Bank Ltd for the purpose of refinancing the borrower’s existing debts. Partners Alvin Chia and Tan Beng Lee led the transaction.